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A General Counsel has to Multi-Task with Execution Excellence in Each Task – S. Mahadevan, Executive Vice President – Legal, Secretarial and Compliance, Hinduja Global Solutions

A General Counsel has to Multi-Task with Execution Excellence in Each Task – S. Mahadevan, Executive Vice President – Legal, Secretarial and Compliance, Hinduja Global Solutions
THE PROFESSIONAL YOU
Briefly, tell us about your role in the organization and the mandates you handle?

I have been with Hinduja Global Solutions Limited (HGS) since mid-2014 and lead the Legal, Secretarial and Compliance functions globally. As part of my role, I manage the board governance for the HGS parent company in India and its 11 overseas subsidiaries & shareholders related matters and work closely with the board of directors.

I am also responsible for contract management, litigation management, trademark & IP related matters, M&A activities, regulatory and contractual compliance, data protection, and other areas such as real estate transactions.

As a member of the HGS Global Advisory Committee, I work with the global leadership teams closely and support business growth by providing strategic advice on legal and compliance issues. Further, I am a member of the Risk Management Committee and provide necessary advice to the management in various risk mitigation initiatives.

Tell us something about your journey so far as a General Counsel in India?

It’s been an interesting journey of over 29 years as a GC… a journey of long hours of hard work and joy, obviously fuelled by multiple cups of tea!

During my school days, I had a dream to be an Engineer. Despite getting great scores in the secondary school examinations, I could not get admission in a good engineering college. So, I opted for a degree in Mathematics in Tamil Nadu and passed with distinction. Thereafter, I moved to Delhi for my first job and also pursued my higher studies degree (ICWA). While preparing for the final examinations of ICWA, a senior explained to me that to be a successful professional in the corporate world, one has to be strong in three areas, namely, Legal, Corporate Secretarial and Finance and advised me to pursue Company Secretary Course (CS) and Law. It seemed logical to me and this view was confirmed by other GCs whom I knew at that point of time. Hence, after completion of ICWA, I took admission in CS with ICSI and LLB in Delhi University. That period was the most challenging part of my life… managing my job, attending the LLB classes and preparing for CS exams every six months. My strong determination to be a successful professional finally paid off and I completed LLB and CS course within a period of 3 years. When I look back, I feel the hard work I had put in during that period has really paid off well. Here, I recollect this quote of Pele: “Success is no accident. It is hard work, perseverance, learning, studying, sacrifice and most of all, love of what you are doing or learning to do.”

Post completion of CS and Law degree, I started my career as a company secretary in a private company. This was the era of early 1990s, where every company secretary wanted to handle an IPO and Rights offering. In the initial phase of my career, I worked with 3 companies and in a span of 6 years, handled 2 IPOs and 2 Rights offerings. With this first-hand experience of dealing with merchant bankers, managers, brokers and bankers to IPO, I gained an overall exposure to fund raising from the capital market.

For the next 14+ years, I worked for three multi-national companies namely, Bausch & Lomb India Limited, Hughes Software Systems Limited (currently known as “Aricent India Limited”) and American Express (India) Private Limited, holding both legal and corporate secretarial positions. I moved to the Middle East for a short duration as Head of Legal for a large retail group. However, I moved back to India and continued my career with Indian corporates.

In this long 29 years journey, I have managed to work with multiple industries such as IT & ITES, Pharma, Life Sciences, Travel, Credit card, Retail, FMCG and Sugar. I handled many global outsourcing contracts, Joint venture agreements, Mergers & Acquisitions and Real Estate transactions. The overall exposure has helped me to deal with many matters in my current job.

I am a Fellow Member of Institute of Company Secretaries of India and an Associate Member of the Institute of Cost and Works Accountants of India, apart from being a law graduate from Delhi University. I believe that these additional qualifications actually helped me in my professional journey quite a bit, by providing different perspectives to issues/situations.

Do you feel that the role of General Counsels is evolving in today’s business scenario? And if so, how?

Yes… GC’s role in India has significantly evolved in the last decade or so. From being lawyers who kept a check on compliances and played almost a negligible role in matters related to business operations, strategy or risk… today, they have transformed to senior management roles, many times being advisors to the board. Currently, the GCs engage in major business decisions, policies and business expansion plans.

I believe that GCs can have a bigger say at the management table if they start understanding the business better… essentially become part of business! Be it by proactively advising business leaders about regulatory changes or proposed laws that could affect existing operations or new products being developed, being an advocate for the company’s brand reputation or rightly advising the company about not just legal risks but also ethical and reputational challenges. They should have a solution mindset to business matters, add value to business, enable decision making but at the same time not forget the role of ethical/governance watchdog. The industry is moving towards digital and AI (Artificial Intelligence) and GCs should gear up to face the new challenges lying ahead.

What are the key challenges that General Counsels have to deal with on a regular basis, irrespective of the industry sector?

Every day brings new challenges but some key issues that GC are dealing with in the current environment are:

  • Regulatory changes are being announced on a regular basis. This has become critical because of the rapid technology changes and the resultant impact on business and customers and the lack of clarity and understanding of how new technology and law would work seamlessly.
  • Indian Companies Act, 2013 introduced major reforms and this coupled with SEBI (Listing Obligations & Disclosure Requirements) Regulations, SEBI (Prohibition of Insider Trading) Regulations and Stock Exchange requirements in the last five years have completely changed the rigour of compliance by every listed company in India.
  • A related issue is the importance of data protection and security in organizations, and how to handle new laws like GDPR. Also, managing Global IP and trademarks portfolios in the ever-changing regulatory environment.
  • Of late, many companies have been impacted by major increase in minimum wages in various states in India. This trend has also been observed in Canada and the US.
  • Dealing with the environment of Protectionism Policies in some of the countries.
  • Apart from the above external challenges, in the changing business environment, GC has to tackle internal issues which can come up simultaneously. For example, when you are dealing with a major contract closure with a client, there could be some board matter which requires GC’s urgent attention. As a GC, one has to multi-task and ensure execution excellence in each task.

What are your thoughts on improving synergies between law firms and corporate in-house legal teams?

It’s always been an interesting situation, with several GCs struggling to balance the synergy. As a GC, one has to be clear on what activities are going to be done inhouse and what can be outsourced to external firms… You need to draw the line as well. And it’s not just outsourcing the routine work or going to them when you need a second validation… Do understand that law firms have some specialized skills that might not be available in-house. For instance, it makes sense for GCs to get help on issues such as sensitive board matters or matters which will have serious implications on the business or critical labour law matters & M&As.

To improve the synergies, law firms should spend adequate time in understanding the client’s business. They should act with a creative solution mindset and as a trusted partner with collaborative approach. They have to offer custom-made service solutions and flexible fee arrangements.

What are some of the key tools that General Counsels can use for continued learning education (CLE)?

In the era of digital, continued learning is critical for the success of GC. It is important to leverage technology for your CLE. Subscription to daily email updates, news letters from various law firms, reading the financial newspapers through apps are some of the ways through which GC can continue their learning. Apart from this, regularly attending legal conferences, GC forums and keeping a close track of judicial pronouncements will also help the GC to be future ready. I recently attended a two-day conference organized by IIM – Bangalore on the Future of Boards and the emerging challenges of corporate governance, and was immensely benefitted in understanding the global trends on corporate governance that were presented by various global research scholars.

Any advice for someone exploring a legal career as an in-house counsel?

For beginners, it is advisable to work in a law firm, say for a period of 3 to 4 years in corporate advisory or litigation practice, which will provide a strong foundation to start with. When you move to an in-house role, be clear in which area you want to specialize in. If you join a company which is a start up, you can handle multiple legal areas but in midsized or large companies, you will be confined to a defined area. So, one should explore options by consulting seniors/people in the industry keeping the area of interest in mind.

Initially, it is advisable for a budding lawyer to work on specific areas/projects of interest. This will help to strengthen their skill set and create a base for diversifying into other areas through continued learning in the later years. The budding lawyer should never forget that there is no substitute for learning, reading & research. They should keep a close track of changing regulatory environment and important judicial pronouncements.

THE CASUAL YOU

Favourite Gadget – My iPhone & iPad
Favourite App – Google Maps ( it guides me to perfect routes)
Favourite Automobile Brand – BMW
Favourite Writing Instrument – I love Mont Blanc pen
Favourite Holiday Destination – Switzerland
Favourite Cuisine – Indian

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